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Cyrus Group of Funds Acquires Additional Common Shares of Sphere 3D Corporation

/EINPresswire.com/ -- TORONTO, ONTARIO--(Marketwired - Jan 3, 2018) - Cyrus Capital Partners, L.P. ("CCP") announces that FBC Holdings S.à r.l ("FBC"), an investment fund managed by CCP, received an aggregate of 4,817,895 common shares ("CommonShares") of Sphere 3D Corporation ("Sphere 3D") in lieu of two interest payments due on the the 8% senior secured convertible debenture in the principal amount $24,500,000 issued by Sphere 3D to FBC (the "Debenture"). On June 30, 2017, 4,407,914 Common Shares were issued to FBC (which represented 3.48% of the 126,757,255 issued and outstanding Common Shares of Sphere 3D) to satisfy an interest payment of $1,261,293.30, implying a value of $0.29 per Common Share. On December 29, 2017, 409,981 Common Shares were issued to FBC (which represented 5.77% of the 7,108,252 issued and outstanding Common Shares of Sphere 3D) to satisfy an interest payment of $1,239,514.73, implying a value of $3.02 per Common Share.

Before the June 30, 2017 transaction, CCP, through the Funds and FBC had indirect control over 10,822,526 Common Shares. CCP also had indirect control over 1,300,000 Warrants held by FBC and the Debenture that is convertible into 8,166,666 Common Shares. If FBC were to have converted the Debenture and the Warrants, FBC and the Funds would have held and CCP would have indirectly controlled, on a partially diluted basis, an aggregate of 20,289,193 Common Shares, or approximately 31.48% of the issued and outstanding Common Shares. This is calculated on the basis that there would have been 136,223,921 Common Shares of Sphere 3D issued and outstanding (comprised of the then issued 126,757,255 Common Shares, plus the 8,166,666 Common Shares issuable on the conversion of the Debenture and the 1,300,000 Common Shares issuable on the conversion of the Warrants).

Immediately before the December 29, 2017 transaction, CCP, through the Funds and FBC had indirect control over 609,215 Common Shares. CCP also had indirect control over 52,000 Warrants held by FBC and the Debenture that is convertible into 326,667 Common Shares. If FBC were to have converted the Debenture and the Warrants, FBC and the Funds would have held and CCP would have indirectly controlled, on a partially diluted basis, an aggregate of 987,882 Common Shares, or approximately 13.96% of the issued and outstanding Common Shares. This is calculated on the basis that there would have been 7,076,938 Common Shares of Sphere 3D issued and outstanding (comprised of the then issued 6,698,271 Common Shares, plus the 326,667 Common Shares issuable on the conversion of the Debenture and the 52,000 Common Shares issuable on the conversion of the Warrants).

After the December 29, 2017 transaction, CCP, through the Funds and FBC has indirect control over 1,019,196 Common Shares. CCP also has indirect control over 52,000 Warrants held by FBC and the Debenture that is convertible into 326,667 Common Shares. If FBC converts the Debenture and the Warrants, FBC and the Funds would hold and CCP would have indirect control over, on a partially diluted basis, an aggregate of 1,397,863 Common Shares, or approximately 18.67% of the issued and outstanding Common Shares. This is calculated on the basis that there would be 7,486,919 Common Shares of Sphere 3D issued and outstanding (comprised of the currently issued 6,698,271 Common Shares, plus the 326,667 Common Shares issuable on the conversion of the Debenture, the 52,000 Common Shares issuable on the conversion of the Warrants and the 409,981 Common Shares issued on December 29, 2017 in lieu of the interest payment due on the Debenture).

FBC and each of the Funds are joint actors in connection with the disclosure required by this press release.

Other Information

CCP acquired indirect control over, and FBC and the Funds acquired ownership of, the Common Shares that are the subject of this release for investment purposes.

None of CCP, FBC or the Funds has any current plans or future intentions which relate to or would result in any of the matters enumerated in paragraphs (a) - (k) of Item 5 of the report on Form 62-103F1 being filed connection with the matters disclosed in this release.

Notwithstanding the foregoing, in connection with the investment by FBC and the Funds in the Common Shares, CCP may engage in communications with members of management and the board of directors of Sphere 3D, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors with respect to Sphere 3D. CCP intends to review FBC's and the Funds' investment in Sphere 3D on a continuing basis. Depending on various factors including, without limitation, Sphere 3D's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, CCP's, FBC's or the Funds' business or financial condition and other factors and conditions CCP deems appropriate, FBC and/or the Funds may in the future take such actions with respect to their investment in Sphere 3D as CCP deems appropriate including, without limitation, seeking additional board representation, making proposals to Sphere 3D concerning changes to the capitalization, ownership structure or operations of Sphere 3D, acquiring additional Common Shares, and/or selling or otherwise disposing of some or all of their Common Shares. In addition, CCP may formulate other purposes, plans or proposals regarding Sphere 3D or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change its intention with respect to any and all matters referred to in Item 5 of the report on Form 62-103F1 being filed connection with the matters disclosed in this release.

Except as specifically indicated in this press release, neither the issuance of this press release in connection with the matters disclosed herein nor the anticipated filing by CCP of the corresponding "early warning" report required to be filed in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this press release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this press release.

CCP's address and other contact information is set forth below. For further information, including to obtain a copy, once filed, of the "early warning" report required to be filed in accordance with applicable Canadian securities laws, contact CCP at the address specified below. CCP was formed under the laws of Delaware and is an SEC registered investment adviser.

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